Most research on how teachers learn to teach new curriculum focuses on novice teacher knowledge acquisition, not the learning of new curricular approaches by experienced teachers. On another front, professional development specialists often claim that more-experienced mentors can play a key role in newer teacher induction and learning to teach. The questions guiding this study were, first, how do experienced teachers learn to teach new curriculum, and, second, how can more experienced curriculum mentors influence already-experienced teachers in learning to teach differently? The participants in the study were 15 elementary physical education teachers involved in a curriculum project aimed at helping them learn and implement the Exemplary Physical Education Curriculum (EPEC) developed by educators across the state and recently integrated in the formal school district curriculum. All the teachers but two had over 10 years of experience teaching elementary physical education (mean 21) in the urban school district, and had volunteered their participation. In addition to attending formal curriculum workshops and peer discussion sessions, an experienced EPEC mentor visited each participating teacher for two entire school days to provide assistance with their curriculum understanding and implementation. The visits were tailored to each teacher’s needs and context. The research team used interpretive participant observation and interviewed each teacher five times across the school year and observed four classroom lessons. Data were analyzed using analytic induction and trustworthiness was encouraged through peer debriefers, triangulation across data sources and analysts, researcher journals, and member checks. The main finding of the research was that, for already-experienced teachers, having a curriculum mentor assist their learning at their school was an astutely emotional experience. Four themes are used to illustrate important emotional dimensions of the mentorship process for these experienced teachers including: nervousness at the long unfamiliar evaluation/critique process, shock at the inefficient teaching “rut” many had fallen into when noticed with “fresh eyes”, anxiety to defend their instructional decisions, and appreciation for the various forms of sensitivity exhibited by the mentor. These themes illustrate the rich and sophisticated ways that emotion played a critical role for these teachers’ acceptance and utilization of the EPEC experienced mentor as a key facilitator of their curricular learning and implementation. The study provides valuable insights for professional development specialists in the ways that experienced teachers experience the change process, especially when mentorship guidance, and its numerous supposed benefits, are involved. Keyword(s): professional development, research